FTI Consulting (FCN)

Limitation on Share Issuances.
Notwithstanding any other provision of
the Plan to the contrary, for the period commencing on January 1, 2009 and
ending on December 31, 2011, the number of shares of Common Stock subject to
Awards granted under the Plan and under any other equity compensation plan of
the Company shall be limited to an average of 4.01% of the Companys weighted
average basic shares of Common Stock outstanding, which is the burn rate limit
established by Institutional Shareholder Services for the Companys industry
peer group. For purposes of the calculation used to determine compliance with
the limitation described in the foregoing sentence, the number of shares of
Common Stock granted in a calendar year under the Plan, with respect to Awards
described in Sections 8.5 through 8.8 shall count as (i) 1.5 shares of Common
Stock, if the Companys annual Common Stock price volatility is 54.6% or higher,
(ii) two shares of Common Stock, if the Companys annual Common Stock price
volatility is between 36.1% and 54.6%, (iii) 2.5 shares of Common Stock, if the
Companys annual Common Stock price volatility is between 24.9% and 36.1%, (iv)
three shares of Common Stock, if the Companys annual Common Stock price
volatility is between 16.5% and 24.9%, (v) 3.5 shares of Common Stock, if the
Companys annual Common Stock price volatility is between 7.9% and 16.5%, and
(vi) four shares of Common Stock, if the Companys annual Common Stock price
volatility is less than 7.9%.